CITY OF ATLANTA HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT REQUEST FOR PROPOSAL FC-8260 HOTEL, TRAVEL PLAZA, AND MIXED-USE DEVELOPMENT

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1 CITY OF ATLANTA HARTSFIELD-JACKSON ATLANTA INTERNATIONAL AIRPORT REQUEST FOR PROPOSAL FC-8260 HOTEL, TRAVEL PLAZA, AND MIXED-USE DEVELOPMENT MIGUEL SOUTHWELL AVIATION GENERAL MANAGER DEPARTMENT OF AVIATION ADAM L. SMITH, ESQ., CPPO, CPPB, CPPM, CPP CHIEF PROCUREMENT OFFICER DEPARTMENT OF PROCUREMENT

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4 TABLE OF CONTENTS PART 1: INFORMATION AND INSTRUCTIONS TO PROPONENTS PART 2: CONTENTS OF PROPOSALS/REQUIRED SUBMITTALS PART 3: EVALUATION OF PROPOSALS PART 4: SUBMITTAL FORMS Form 1: Illegal Immigration Reform and Enforcement Act Forms Form 2: Contractor Disclosure Form Form 5: Acknowledgement of Insurance and Bonding Requirements Form 7: Acknowledgement of Addenda Form 8: Proponent s Contact Directory Form 9: Financial Offer Form PART 5: GROUND LEASE AGREEMENT Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: Legal Description of Leased Premises City Council Authorizing Resolution Design and Construction Requirements Attachment 1: Scheduling Requirements Attachment 2: Quality Control Requirements Attachment 3: Lessee s Interim Lien Waiver Insurance and Bonding Requirements Program Requirements Attachment A: Site Information Graphics Attachment B: Utilities/Sub-surface Reserve Volume Operation and Maintenance Requirements Airport Security Requirements Reserved FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 2

5 Exhibit I: Appendix A: Appendix B: Milestones and Liquidated Damages Office of Contract Compliance Requirements Illegal Immigration Reform and Enforcement Act Forms FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 3

6 Part 1: Information and Instructions to Proponents 1. Development Being Procured: This Request for Proposals ( RFP ) from qualified proponents ( Proponent or Proponents ) by the City of Atlanta ( City ), on behalf of its Department of Aviation ( DOA ), seeks a Proponent to lease up to twenty-six and one-half (26.5) acres of land from the City to design, construct, finance, operate and maintain a Hotel, Travel Plaza, and Mixed-Use Development ( Development ). A more detailed scope of development sought in this procurement is set forth in Exhibit E (Program Requirements) attached to the Ground Lease Agreement ( Ground Lease or Lease Agreement ) for this project (FC-8260: Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport) which is included in this RFP at Part 5. 1 As indicated more fully within the terms of the Lease Agreement, final approval of items such as the Development concept and rental terms and conditions are contingent upon consent and approval of the City and the Federal Aviation Administration ( FAA ). The relationship between the City and the successful Proponent shall begin on the Effective Date (as defined in the Lease Agreement) and is anticipated to exist for fifty (50) years thereafter, unless earlier cancelled, abandoned, or terminated in accordance with the terms of the Lease Agreement. 2. General Information: The Airport services more passengers annually than any other airport in the world. Based on industry-reported data, an average of over 250,000 passengers travel daily through ATL either going to or coming from major international and domestic markets around the globe. The Airport is owned by the City and is operated by the DOA. It is located 10 miles south of downtown Atlanta on 4,750 acres. The Airport s boundaries reach into the political jurisdictions of unincorporated Clayton County, unincorporated Fulton County, and the cities of College Park, Atlanta, Hapeville and East Point. 3. Method of Source Selection: This procurement is being conducted in accordance with all applicable provisions of the City of Atlanta s Code of Ordinances, including its Procurement and Real Estate Code ( Code ). The particular method of source selection for the Development sought in this RFP is Code Section ; Competitive Sealed Proposals. By submitting a Proposal concerning this procurement, a Proponent acknowledges that it is familiar with all laws applicable to this procurement, including, but not limited to, the City s Code and Charter which laws are incorporated into this RFP by reference. 1 All capitalized terms contained in the Ground Lease Agreement are incorporated into this RFP. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 4

7 4. Minimum Qualifications: Only those Respondents pre-qualified under FC-7919: Hotel, Travel Plaza, and Mixed-Use Development Request for Qualifications (RFQ) may submit a response to this RFP. The Pre- Qualified Respondents are: Respondent Contact Person Contact Airmall USA, Inc. Jamie Daly J_daly@airmallusa.com Regent Partners Joint Venture Carter/Majestic Realty Co./GPM Investments, LLC Sheldon Taylor Scott Taylor staylor@regentpartners.com staylor@carterusa.com 5. No Offer by City; Firm Offer by Proponent: This procurement does not constitute an offer by City to enter into a Ground Lease Agreement and cannot be accepted by any Proponent to form a contractual relationship with the City. This procurement is only an invitation for offers from those Pre-Qualified Proponents listed above and no offer shall bind the City. A Proponent s offer is a firm offer, subject to modification only as herein allowed, and may not be withdrawn except under the rules specified in the City s Code and other Applicable Law. 6. Proposal Deadline: Proposals must be received by the City s Department of Procurement, 55 Trinity Avenue, S.W., City Hall South, Suite 1900, Atlanta, Georgia no later than 2:00 p.m. local time, on Wednesday, October 7, Any Proposal received after this time will not be considered and will be rejected and returned. 7. Pre-Proposal Conference/Site Visit: Each Proponent is strongly encouraged to attend the Pre-Proposal Conference scheduled for Tuesday, July 28, 2015, at 10:00 A.M., at Hartsfield-Jackson Technical Support Campus, 1255 South Loop Road, College Park, GA A site visit will immediately follow the pre-proposal conference. If it is your intent to participate in the site visit, you are required to send an to Mano Smith, CPPO, CPPB, at MOSmith@atlantaga.gov, on or before Tuesday, July 21, This must identify the names of the individual(s) that will participate in the site visit. Each Proponent must be fully informed regarding all existing and expected conditions and matters which might affect the cost or performance of the Lease Agreement. 8. Procurement Questions; Prohibited Contacts: Any questions regarding this RFP should be submitted in writing to the City s contact person, Mano Smith, CPPO, CPPB, Contract Administrator, Department of Procurement, 55 Trinity Avenue, SW, Suite 1900, Atlanta, Georgia , by fax (404) or MOSmith@atlantaga.gov, on or before Tuesday, August 4, Questions received after the designated period will only be considered at the discretion of the City. Any response made by the City will be provided in writing to all Proponents by Addendum. It is the responsibility of each Proponent to obtain a copy of any Addendum issued for this procurement by monitoring the City website at and its Department of Procurement s Plan Room, which is FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 5

8 open during posted business hours, Suite 1900, 1 st Floor, 55 Trinity Avenue, S.W., City Hall South, Atlanta, Georgia No Proponent may rely on any verbal response to any question submitted concerning this RFP. All Proponents and representatives of any Proponent are strictly prohibited from contacting any other City employees or any thirdparty representatives of the City on any matter having to do with this RFP. All communications by any Proponent concerning this RFP must be made to the City s contact person, or any other City representatives designated by the Chief Procurement Officer in writing. 9. Ownership of Proposals: Each Proposal submitted to the City will become the property of the City, without compensation to a Proponent, for the City s use, in its discretion. 10. Georgia Open Records Act: Information provided to the City is subject to disclosure under the Georgia Open Records Act ( GORA ). Pursuant to O.C.G.A (a)(34), *a+n entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10 [O.C.G.A et seq.]. 11. Insurance Requirements: The insurance and bonding requirements for any Lease Agreement that may be awarded pursuant to this RFP are set forth in Exhibit D attached to the form of Ground Lease Agreement included in this RFP. By submitting a Proposal in response to this RFP, each Proponent acknowledges and agrees that it will comply with the requirements set forth in Exhibit D of the Lease Agreement. 12. Applicable City OCC Programs: The City s OCC Programs applicable to this procurement are set forth in Appendix A: Office of Contract Compliance Submittals, attached to the Lease Agreement included in this RFP. By submitting a Proposal in response to this procurement, each Proponent agrees to comply with such applicable OCC Programs. 13. Examination of Proposal Documents: Each Proponent is responsible for examining with appropriate care the complete RFP and all Addenda and for informing itself with respect to all conditions which might in any way affect the preparation of its Proposal. Failure to do so will be at the sole risk of the Proponent, who is deemed to have included all necessary and required information in its Proposal Each Proponent shall promptly notify the City in writing should the Proponent find discrepancies, errors, ambiguities or omissions in the Proposal Documents, or should the City s intent or meaning appear unclear or ambiguous, or should any other question arise relative to the RFP. Replies to such notices may be made in the form of an Addendum to the RFP, which will be issued simultaneously to all potential Proponents who have obtained the RFP from the City. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 6

9 13.3. The City may in accordance with Applicable Law, by Addendum, modify any provision or part of the RFP at any time prior to the Proposal due date and time. The Proponent shall not rely on oral clarifications to the RFP unless they are confirmed in writing by the City in an issued Addendum. 14. Rejection of Proposals; Cancellation of Solicitation: Waiver of Technicalities: The City reserves the right to reject any Proposal or all Proposals or to waive any technical defect in a Proposal. The City also may cancel this procurement at any time in accordance with the City of Atlanta Code of Ordinances. 15. Award of Ground Lease Agreement; Execution: If the City awards a Ground Lease Agreement pursuant to this procurement, the City will prepare and forward to the successful Proponent a Ground Lease Agreement for execution substantially in the form included in this RFP. Subject to the required pre-approvals by the City and the FAA, the final terms of the Ground Lease Agreement will be negotiated with the successful Proponent. 16. Representations: By submitting a Proposal to the City, Proponent acknowledges and represents that: (a) the accompanying Proposal is made by a person or business entity (i.e., firm) that is neither a high cost lender nor a predatory lender, nor is the Proponent an affiliate of a high cost lender or a predatory lender, as defined by Code Section ; (b) it has read all of the RFP documents (including, without limitation, the Ground Lease Agreement) and acknowledges that Proponent shall be bound by the terms and conditions stated therein; (c) the signatory to the Proposal is the Proponent (or Proponent s duly authorized agent or employee of the Proponent with the authority to bind Proponent hereto); (d) any information or disclosure provided on Form 2 are accurate representations up to and including the date Proponent submitted its Proposal to the City; and (e) it agrees that it will voluntarily notify the City immediately if any information or disclosure provided to the City during any part of this procurement process changes, is no longer accurate or would be misleading in any way. 17. Electronic Proposal Documents: This RFP is being made available to all Proponents by electronic means. By responding to this RFP, Proponent acknowledges and accepts full responsibility to ensure that it is responding to the correct form of RFP, including any addenda issued by the City s Department of Procurement. Proponent acknowledges and agrees that in the event of a conflict between the RFP in the Proponent s possession and the version maintained by the Department of Procurement, the version maintained by the City s Department of Procurement shall govern. The RFP document is available at FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 7

10 Part 2: Contents of Proposals/Required Submittals 1. General Contents of Proposals: A Proponent must submit a complete Proposal in response to this RFP in the format specified in this RFP; no other format will be considered. A Proposal will consist of two (2) separate volumes: Volume I will consist of information drafted and provided by the Proponent; and Volume II will consist of information provided by the Proponent on forms provided by the City in this RFP. 2. VOLUME I (Information drafted and provided by a Proponent): 2.1. Executive Summary: The executive summary must include a letter with the Proponent s name, address, telephone number and fax number, signed by a person authorized to act on behalf of the Proponent. It should also designate one (1) contact person to whom all future correspondence and/or communications will be directed by the City concerning this procurement, if that person is different from the person executing the letter. At a minimum, the Executive Summary must contain the following information: Complete legal name of the Proponent and the name of the legal entities that comprise the Proponent. The Proponent must provide the domicile where each entity comprising it is organized, including entity name, brief history of the entity, contact name, address, phone number, address, and facsimile number, as well as the legal structure of the entity and a listing of major satellite offices If Proponent is a corporation, limited liability company, or other registered entity formed in the State of Georgia, Proponent must include a copy of its Certificate of Incorporation, its Certificate of Organization, or other evidence of its registration with the Georgia Secretary of State If Proponent is a corporation, limited liability company, or other registered entity formed outside the State of Georgia, Proponent must include evidence of its registration with the Georgia Secretary of State A description or representation of the Proponent s plan for complying with the Office of Contract Compliance ( OCC ) program goals set forth in Appendix A. This section should include detailed information regarding essential sub-contractors / subconsultants that the Proponent intends to use and should indicate the role and responsibilities these firms will be assigned A declarative statement as to whether the Proponent or any member of the Proponent team has an open dispute with the City or is involved in any litigation associated with work in progress or completed in both the private and public sector during the past five (5) years. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 8

11 2.2. Organizational Structure: The Proponent s Organizational Structure section of the Proposal should introduce the proposed Proponent Team by: Providing the Proponent s Organizational Chart both graphically and in narrative format. The Organizational Chart and narrative should provide a description of the Proponents views on how it will organizationally complete the Development, as well as depict the relationship of its key personnel to that of the Principal-in-Charge and other key members of the management team. The Organizational Chart must include any and all proposed Design Firms and General Contractors Providing a description of how this Organizational Structure will facilitate managing the Lease Agreement and how an efficient flow of information will be realized from the Organizational Structure to ensure all deliverables are fully coordinated within the organization Providing the names of proposed candidates for each major function on the chart, including, at a minimum, any and all anticipated Design Firms and General Contractors. The City understands that due to the multidiscipline requirements associated with the Development, the Proponent may submit several Design Firms and General Contractors to accomplish separate aspects of the Development Noting that following completion of negotiations with the City, the Proponent may not change any of the key members, Design Firms, or General Contractors without the written consent of the City Management Plan: Based on the Proponent s Organizational Structure, describe how the Proponent will manage the Ground Lease, specifically addressing the following: Proponent s approach to Team leadership. Describe how the Proponent will: Ensure proper communication and coordination among pertinent project team members Assure the City that the Lease Agreement requirements will be kept within the established time and access constraints and the means and frequency detailing how this information will be communicated to the City Establish and maintain the necessary cooperative relationships. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 9

12 Coordinate all necessary project activities within the project team to ensure project delivery is seamless with all team members Describe its approach to Project Management, specifically how quality, iconic distinction, and project schedules will be maintained Proponent s proposed method to: Identify and resolve issues during the project duration Make critical decisions Ensure constant communications with the City s Authorized Representative, as defined in the Lease Agreement, regarding all aspects of the Development Conceptual Submittal: Proponent is required to provide a detailed narrative and visual renderings describing the Proponent s proposed Development. The narrative and renderings must include the brand of each facility, physical attributes, amenities, level of proposed services, information technology services, and any additional information necessary to fully describe the proposed facility, within the parameters of Exhibit E: Program Requirements (attached to the Lease Agreement) including, at a minimum, the following: Hotel: Provide a detailed proposal of Proponent s concept for the Hotel within the Hotel Development Tract Identify any design or construction features that the Proponent represents will set the facility apart as an iconic Hotel Provide the general color scheme, fixtures, casework, furniture and décor and the image sign and graphic elements Submit a maximum of twenty-five (25) different color sketches depicting the proposed facility. Sketches may be 11 X 17 but must be folded to 8½ x 11 when submitted and should include: The overall design of the Hotel. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 10

13 The typical guest room sizes with listing of standard features The lobby area, meeting rooms, and key common area amenities A site plan, including: typical floor plans of major areas, floors with total number of guest rooms per floor, room floor plans, meeting facilities, concessions areas, exterior elevation, parking facilities, guest ingress and egress concepts from the terminal, MARTA, and the Rental Car Facility Automated People Mover System ( SkyTrain ), building sections and consideration of overall massing, and pedestrian/patron flow within the facility Provide the expected timing and value for Hotel refurbishments Travel Plaza: Provide a detailed proposal of Proponent s concept for the Travel Plaza within the Travel Plaza Development Tract Identify the types of fuel (e.g., gasoline, diesel, compressed natural gas) to be dispensed at the facility. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 11

14 Describe the food services to be provided at the facility Describe any other amenities (e.g., car wash with zero discharge recycling system) that may be offered at the facility Submit a maximum of ten (10) different color sketches depicting the proposed facility. Sketches may be 11 X 17 but must be folded to 8½ x 11 when submitted Provide the expected timing and value for Travel Plaza refurbishments Mixed-Use Development: Provide a detailed proposal of Proponent s concept for the Mixed-Use Development, including a minimum 30,000 sq. ft. Class A office complex, within the Mixed-Use Development Tract Identify any other facilities the Proponent may propose to construct and operate within the Mixed-Use Development Submit a maximum of ten (10) different color sketches depicting the proposed facilities. Sketches may be 11 X 17 but must be folded to 8½ x 11 when submitted Use It or Lose It Provision: The City of Atlanta, Department of Aviation may at its sole discretion, re-possess any portion of land not meeting the required milestones as delineated in the Lease Agreement attached hereto at Part 5. Therefore, proponents should demonstrate in their proposal, a phased plan of development that will provide reasonable access to such parts of all development tracts that may remain undeveloped Sustainability Elements: Proponent shall describe its proposed sustainability program for each Development. Proposals should reflect sustainable development, demonstrating their ability to lower energy consumption, water use, waste (trash to landfills) and greenhouse gas emissions. Information for the Airport guidelines for sustainability can be found on the Airport s web-site ( Management Plan.pdf) Financial Offer: Each Proponent must submit a Financial Offer using the form provided by the City at Part 4; Form 9. Submit one (1) stamped Original and ten (10) copies in a separate sealed envelope. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 12

15 2.6.1 The Proponent will offer a percentage of gross revenue to be paid to the City as Percentage Rent as described in the Ground Lease. The Lessee will be required to pay the higher of Land Rent or Percentage Rent Financing Plan: Each Proponent shall include the following related to the Development: A financing plan estimating total costs of the Development including construction costs, professional fees, insurance, and other soft-costs necessary to complete the Development. The financing plan should also include plans for construction and permanent financing, potential sources of equity/capital financing, and any other information or financial data which would assist in evaluating the financial viability of the Development as proposed by Proponent Describe the amounts, sources, and timing of private equity to be secured for the Development. Provide the minimum required rate of return for equity investors Describe the amounts, sources, and timing of any private construction and/or permanent loans to be secured for the Development. Provide the required rate of return for the short-term and long-term lenders Provide a ten-year proforma (from the estimated opening date) for each major component of the Development identifying operating revenue, operating expenses, and debt service requirements Each Proponent shall include a detailed description of sources of funds for the Development. The proposed approach to financing shall include the capital cost for construction, operation and maintenance, remodeling, mid-lifecycle refurbishment, and furniture, fixtures, and equipment costs, and any and all other costs associated with the Development which shall be fully borne by the Proponent Recommended Changes to the Ground Lease Terms: Proponent s Proposal may include any recommendations or alternate proposal regarding the lease terms and conditions as stated in the draft Lease Agreement at Part 5 herein. Respondent s recommendations/alternate proposal will not be included in the evaluation but will be considered in the final negotiation of Lease Agreement terms and conditions Additional facilities and services that complement the development may be proposed. The proposed development must comply with all applicable Airport policies and should also include green space and landscaping. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 13

16 3. Volume II (Information required by a Proponent on forms provided by the City): 3.1. Illegal Immigration Reform and Enforcement Act Each Proponent must complete and submit a Contractor s Affidavit, attached hereto at Form 1: Illegal Immigration Reform and Enforcement Act Forms with its Proposal. This RFP is subject to the Illegal Immigration Reform and Enforcement Act of 2011 ( Act ). Pursuant to the Act, the Proponent must provide with its Proposal proof of its registration with and continuing and future participation in the E-Verify Program established by the United States Department of Homeland Security. Under state law, the City cannot consider any Proposal which does not include a completed Contractor s Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All Proponents intending to do business with the City are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on City procurements and their participation in those procurements. For additional information on the E-Verify program or to enroll in the program, go to Contractor Disclosure Form Each Proponent must complete and submit Form 2: Contractor Disclosure Form with its Proposal If the Proponent is an individual, then that individual must complete and sign the Contractor Disclosure (Form 2) where indicated If the Proponent is a partnership (including but not limited to, joint venture partnership), then each partner in the partnership must complete and sign a separate Contractor Disclosure (Form 2) where indicated If the Proponent is a legal entity (e.g., corporation, limited liability company), then an authorized representative of that entity must complete and sign the Contractor Disclosure (Form 2) where indicated If the Proponent is a newly formed entity (formed within the last three years), then an authorized representative of that entity must complete and sign the Contractor Disclosure (Form 2) where indicated, and each of the members or owners of the entity must also complete and sign separate Contractor Disclosure Forms where indicated Acknowledgment of Insurance and Bonding Requirements Each Proponent must complete and submit Form 5: Acknowledgement of Insurance and Bonding Requirements with its Proposal. The insurance and bonding requirements for any Lease Agreement that the City may award pursuant to this RFP are set forth in Exhibit D: Insurance and Bonding Requirements. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 14

17 An authorized representative of Proponent must complete and sign this Acknowledgment of Insurance and Bonding Requirements where indicated Acknowledgement of Addenda Each Proponent must complete and submit an acknowledgement with its Proposal that it has received all Addenda issued by the City for this RFP. Form 7: Acknowledgement of Addenda has been included and may be used to satisfy this requirement If submitted, an authorized representative of Proponent must complete and sign this Acknowledgment of Addenda where indicated Proponent Contact Directory Each Proponent must complete and submit Form 8: Proponent Contact Directory with its Proposal to include the names, positions/titles, firms, mailing addresses, phone and fax numbers and (when possible) addresses for at least two individuals, one (1) primary and one (1) secondary, who are authorized to represent Proponent for purposes of this RFP and to whom notices may be sent Financial Offer Form Each Proponent must complete and submit Form 9 Financial Offer Form. Form 9 is to be submitted in a separate sealed envelope with the Proponents name and FC-8260 Hotel, Travel Plaza, and Mixed-Use Development on the outside of the envelope. Proponents are required to submit 1 original with an original signature and 10 copies of Form OCC Programs This criterion is based upon the Proponent s representations regarding how it will comply with the requirements from the Office of Contract Compliance ( OCC ) as described in Appendix A to the Lease Agreement. This criterion is not scored on a sliding scale. Responsive Proponents will receive a score of 15 points. Proponents who fail to represent a compliant OCC program will be deemed non-responsive. 4. Submission of Proposals: Each Proponent must submit a complete response in accordance with the requirements of this RFP. All required Forms must be completed and submitted in full Proposals shall be signed by hand by a principal of the Proponent with the authority to enter into a contract with the City. Joint Ventures or partnerships must designate one (1) joint venture/partnership to represent the joint venture/partnership in submitting and executing a Proposal. Each Proponent is responsible for the preparation of its Proposal and the costs of preparing and submitting them Each Proponent acknowledges and agrees that each Proposal when submitted to the City will become the property of the City, without compensation to a Proponent, for the City s use, at its sole discretion. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 15

18 4.3. Proposals must be submitted in sealed envelope(s) or package(s) and the outside of the envelope(s) or package(s) must clearly identify the name of the project: FC-8260: Hotel, Travel Plaza, and Mixed-Use Development and the name and address of Proponent. All Proposals must be submitted to: Adam L. Smith, Esq., CPPO, CPPB, CPPM, CPP Chief Procurement Officer Department of Procurement 55 Trinity Avenue, S.W. City Hall South, Suite 1900 Atlanta, Georgia A Proponent must submit one (1) original and ten (10) copies of its Proposal. Each Proposal must be submitted on 8½ x 11 single-sided, typed pages, using 12 point font size and such pages must be inserted in a standard three-hole ring binder. Proponent may, due to size limitations, utilize 11 x 17 pages to fulfill submittal requirements; however these sized sheets must be folded to 8½ x 11 to meet the size requirements. Each Proposal must contain an index and separate sections for the information requirements set forth in this RFP, as well as for the Forms required to be submitted. [remainder of this page intentionally left blank] FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 16

19 5. Submittals: The following submittals must be completed and submitted with each Proposal. Item # 1. Executive Summary 2. Organizational Structure Required Proposal Submittal Check Sheet 2 VOLUME 1 Check ( ) 3. Management Plan 4. Conceptual Submittal 5. Sustainability Elements 6. Financing Plan VOLUME II 1. Form 1: Illegal Immigration Reform and Enforcement Act Form 2. Form 2: Contractor Disclosure Form 3. Form 5: Acknowledgement of Insurance and Bonding Requirements 4. Form 7: Acknowledgement of Addenda 5. Form 8: Proponent Contact Directory 6. Appendix A: City s Office of Contract Compliance Submittals SEPARATE SEALED ENVELOPE 7. Form 9: Financial Offer Form 2 This table is included solely for Proponent s convenience and may be used to track the preparation and submittal of certain required information with its Proposal. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 17

20 Part 3: Evaluation of Proposals All Proposals will be evaluated in accordance with the City s Code, other Applicable Law and the criteria specified on the Percentage Evaluation Form, considering the information required to be submitted in each Proposal. An Evaluation Committee will review the Proposals in accordance with this RFP. All Proposals will be evaluated using the following Evaluation Form: RELATIVE WEIGHT 5 Executive Summary 5 Organizational Structure 10 Management Plan 35 Conceptual Submittal 5 Sustainability Elements GRADED ITEM SCORE 5 Financial Offer (Percentage Rent Offer) 20 Financing Plan 15 OCC Submittals 100 TOTAL SCORE FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 18

21 PART 4: SUBMITTAL FORMS FORM 1: ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT FORMS FORM 2: CONTRACTOR DISCLOSURE FORM FORM 5: ACKNOWLEDGEMENT OF INSURANCE AND BONDING REQUIREMENTS FORM 7: ACKNOWLEDGEMENT OF ADDENDA FORM 8: PROPONENT S CONTACT DIRECTORY FORM 9: FINANCIAL OFFER FORM All Respondents, including, but not limited to, corporate entities, limited liability companies, joint ventures, or partnerships, that submit a Proposal or Bid in response to this solicitation must fill out all forms in their entirety, and all forms must be signed, notarized or sealed with the corporate seal (if applicable), as required per each form s instructions. If Respondent intends to be named as a Prime Contractor(s) with the City, then Respondent must fill out all the forms listed in this solicitation document; otherwise, Respondent may be deemed nonresponsive. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 19

22 FORM 1 ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT FORMS All Bidders must comply with the Illegal Immigration Reform and Enforcement Act of 2011, O.G.G.A , et seq. ( IIREA ). Bidders must familiarize themselves with IIREA and are solely responsible for ensuring their compliance therewith. Bidders may not rely on these instructions for that purpose. These instructions are offered only as a convenience to assist Bidders in complying with the requirements of the City s procurement process and the terms of this ITB. 1. The attached Contractor Affidavit must be filled out COMPLETELY and submitted with the bid prior to the bid due date. 2. The Contractor Affidavit must contain an active Federal Work Authorization Program (E-Verify) User ID Number and Date of Registration. 3. Where the business structure of a Bidder is such that Bidder is required to obtain an Employer Identification Number (EIN) from the Internal Revenue Service, Bidder must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Bidder itself (see Example 1 below). Where the business structure of a Bidder does not require it to obtain an EIN, each entity comprising Bidder must submit a separate Contractor Affidavit (see Example 2 below). Example 1: ABC, Inc. and XYZ, Inc. form and submit a bid as AirportFood, LLC. AirportFood, LLC must enroll in the E-verify program and submit a single Contractor Affidavit in the name of AirportFood, LLC which includes the Federal Work Authorization User ID Number issued to AirportFood, LLC. Example 2: ABC, Inc. and XYZ, Inc. execute a joint venture agreement and submit a Bid under the name AirportFood, JV. If, based on the nature of the JV agreement, Airport Food, JV is not required to obtain an Employer Identification Number from the IRS. The Bid submitted by AirportFood, JV must include both a Contractor Affidavit for ABC, Inc. and a Contractor Affidavit for XYZ, Inc. 4. All Contractor Affidavits must be executed by an authorized representative of the entity named in the Affidavit. 5. All Contractor Affidavits must be notarized. 6. All Contractor Affidavits must be submitted with the Bidder s Response to the ITB. 7. Subcontractor and sub-subcontractor affidavits are not required at the time of bid submission, but will be required at contract execution or in accordance with the timelines set forth in IIREA. FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 20

23 Contractor Affidavit O.C.G.A (b)(1) By executing this Contractor Affidavit, the undersigned contractor verifies its compliance with O.C.G.A , stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of the City of Atlanta has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A (b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Contractor: Name of Project: Name of Public Employer: City of Atlanta I hereby declare under penalty of perjury that the forgoing is true and correct. Executed on,, 2014 in (city), (state) Signature of Authorized Officer or Agent Printed name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE, DAY OF, 2014 NOTARY PUBLIC My Commission Expires: FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 21

24 Subcontractor Affidavit under O.C.G.A (b)(3) By executing this Subcontractor Affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A , stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with (name of contractor) on behalf of the City of Atlanta has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with subsubcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A (b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a subsubcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor to forward, within five business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Subcontractor: Name of Project: Name of Public Employer: City of Atlanta I hereby declare under penalty of perjury that the forgoing is true and correct. Executed on,, 20 in (city), (state) Signature of Authorized Officer or Agent Printed name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE, DAY OF, 201 NOTARY PUBLIC My Commission Expires: FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 22

25 Subcontractor Affidavit under O.C.G.A (b)(3) By executing this Subcontractor Affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A , stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with (name of contractor) on behalf of the City of Atlanta has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with subsubcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A (b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a subsubcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor to forward, within five business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows: Federal Work Authorization User Identification Number Date of Authorization Name of Subcontractor: Name of Project: Name of Public Employer: City of Atlanta I hereby declare under penalty of perjury that the forgoing is true and correct. Executed on,, 20 in (city), (state) Signature of Authorized Officer or Agent Printed name and Title of Authorized Officer or Agent SUBSCRIBED AND SWORN BEFORE ME ON THIS THE, DAY OF, 201 NOTARY PUBLIC My Commission Expires: FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 23

26 Affiliate Contractor Control Respondent FORM 2 CONTRACTOR DISCLOSURE FORM DEFINITIONS FOR THE PURPOSES OF THIS DISCLOSURE Any legal entity that, directly or indirectly through one of more intermediate legal entities, controls, is controlled by or is under common control with the Respondent or a member of Respondent. Any person, partnership or entity having a contract with the City. The controlling entity: (i) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the controlled entity, whether through the ownership of voting securities or by contract or otherwise; or (ii) has direct or indirect ownership in the aggregate of fifty one (51%) or more of any class of voting or equity interests in the controlled entity. Any individual, partnership or entity that submits a response to a solicitation. If the Respondent is an individual, then that individual must complete and sign this Contractor Disclosure Form where indicated. If the Respondent is a partnership (including but not limited to, joint venture partnership), then each partner in the partnership) must complete and sign a separate Contractor Disclosure Form where indicated. If the Respondent is a legal entity (e.g., corporation, limited liability company), then an authorized representative of that entity must complete and sign this Contractor Disclosure where indicated. If the Respondent is a newly formed entity (formed within the last three years), then an authorized representative of that entity must complete and sign this Contractor Disclosure Form where indicated, and each of the members or owners of the entity must also complete and sign separate Contractor Disclosure Form where indicated. Instructions: Provide the following information for the entity, partner or individual completing this Disclosure (the Individual/Entity ). A. Basic Information: 1. Name of Respondent: 2. Name of the authorized representative for the Respondent: B. Individual/Entity Information: Principal Office Address: Telephone and Facsimile Numbers: Address: FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 24

27 Name and title of Contact Person for the Individual/Entity: Is the individual/entity authorized to transact business in the state of Georgia? Yes State.) No (Attach Certificate of Authority to transact business in Georgia from Georgia Secretary of C. Questionnaire If you answer YES to any of the questions below, please indicate the name(s) of the person(s), the nature, and the status and/or outcome of the information, indictment, conviction, termination, claim or litigation, the name of the court and the file or reference number of the case, as applicable. Any such information should be provided on a separate page, attached to this form and submitted with your Proposal. 1. Please describe the general development of the Respondent's business during the past ten (10) years, or such shorter period of time that the Respondent has been in business. 2. Are there any lawsuits, administrative actions or litigation to which Respondent is currently a party or has been a party (either as a plaintiff or defendant) during the past ten (10) years based upon fraud, theft, breach of contract, misrepresentation, safety, wrongful death or other similar conduct? 3. If yes to question number 2, were any of the parties to the suit a bonding company, insurance company, an owner, or otherwise? If so, attach a sheet listing all parties and indicate the type of company involved. 4. Has the Respondent been charged with a criminal offense within the last ten (10) years? 5. Has the Respondent received any citations or notices of violation from any government agency in connection with any of Respondent s work during the past ten (10) years (including OSHA violations)? Describe any citation or notices of violation which Respondent received. 6. Please state whether any of the following events have occurred in the last ten (10) years with respect to the Respondent. If any answer is yes, explain fully the circumstances surrounding the subject matter of the affirmative answer: Whether Respondent, or Affiliate currently or previously associated with Respondent, has ever filed a petition in bankruptcy, taken any actions with respect to insolvency, reorganization, receivership, moratorium or assignment for the benefit of creditors, or otherwise sought relief from creditors? Whether Respondent was subject of any order, judgment or decree not subsequently reversed, suspended or vacated by any court permanently enjoining Respondent from engaging in any type of business practice? YES YES YES YES YES YES NO NO NO NO NO NO FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 25

28 Whether Respondent was the subject of any civil or criminal proceeding in which there was a final adjudication adverse to Respondent which directly arose from activities conducted by Respondent. 7. Has any employee, agent or representative of Respondent who is or will be directly involved in the project, in the last ten (10) years: (a) directly or indirectly, had a business relationship with the City? YES YES NO NO (b) directly or indirectly, received revenues from the City? YES NO (c) directly or indirectly, received revenues from conducting business on City property or pursuant to any contract with the City? 8. Whether any employee, agent, or representative of Respondent who is or will be directly involved in the project has or had within the last ten (10) years a direct or indirect business relationship with any elected or appointed City official or with any City employee? 9. Whether Respondent has provided employment or compensation to any third party intermediary, agent, or lobbyist to directly or indirectly communicate with any City official or employee, or municipal official or employee in connection with any transaction or investment involving your firm and the City? 10. Whether Respondent, or any agent, officer, director, or employee of your organization has solicited or made a contribution to any City official or member, or to the political party or political action committee within the previous five (5) years? 11. Has the Respondent or any agent, officer, director, or employee been terminated, suspended, or debarred (for cause or otherwise) from any work being performed for the City or any other Federal, State or Local Government? 12. Has the Respondent, member of Respondent s team or officer of any of them (with respect to any matter involving the business practice or activities of his or her employer been notified within the five (5) years preceding the date of this offer that any of them are the target of a criminal investigation, grand jury investigation, or civil enforcement proceeding? 13. Please identify any Personal or Financial Relationships that may give rise to a conflict of interest as defined below [Please be advised that you may be ineligible for award of contract if you have a personal or financial relationship that constitutes a conflict of interest that cannot be avoided]: (a) Personal relationships: executives, board members and partners in firms submitting offers must disclose familial relationships with employees, officers YES YES YES YES YES YES YES NO NO NO NO NO NO NO FC-8260, Hotel, Travel Plaza, and Mixed-Use Development at Hartsfield-Jackson Atlanta International Airport 26